SETTLEMENT AGREEMENT AND MUTUAL RELEASE
KNOW ALL MEN BY THESE PRESENTS, that this agreement is entered into
by and between SECURFONE AMERICA, INC. AND ITS SUBSIDIARIES ("SECURFONE"), a
Delaware corporation, MONTPILIER HOLDINGS, INC. ("MONTPILIER"), a Nevada
corporation, and Xxxxxxx X. Xxxxxxx, XX ("Xxxxxxx").
W I T N E S S E T H
WHEREAS, beginning in 1996, Xxxxxxx developed a business plan for a
pre-paid cellular network and communication service which was presented to
SecurFone and its principals for potential investment and/or purchase; and
WHEREAS, as a result of negotiations between SecurFone and Xxxxxxx,
the parties entered into certain Executive Employment Agreements dated August
1, 1996 and November 1, 1997; and
WHEREAS, pursuant to Xxxxxxx'x Executive Employment Agreement, dated
November 1, 1997, Xxxxxxx was granted an option to purchase 400,000 shares of
SecurFone common stock; Xxxxxxx was also granted an option to purchase 50,000
shares of SecurFone common stock pursuant to SecurFone's 1997 Directors'
Stock Option Plan; and in addition Xxxxxxx claims a right or option to
receive a portion of the SecurFone common stock owned by Montpilier; and
WHEREAS, Xxxxxxx has initiated litigation against SecurFone on
behalf of Vortex Cellular, Inc. dba Direct Mobile, and has threatened other
litigation arising from the aforementioned Employment Agreements and other
dealings by and among the parties; and
WHEREAS, the parties hereto have agreed to settle and resolve all
claims and disputes which exist or may exist in the future between or among
them subject to the terms and conditions set forth therein.
NOW, THEREFORE, in consideration of the payment by SecurFone or
Montpilier to Xxxxxxx of the sum of Fifty Thousand Dollars ($50,000), and
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. On or before April 1, 1999, SecurFone or Montpilier will wire
transfer the sum of $50,000 to such account as designated by Xxxxxxx. Xxxxxxx
shall provide wiring instructions to SecurFone on or before March 26, 1999
designating the recipient of such payment.
2. Upon receipt of the settlement funds set forth in Paragraph 1
above, Xxxxxxx agrees to cause the dismissal of the pending complaint
captioned VORTEX CELLULAR, INC. VS. SECURFONE AMERICA, INC. pending in the
Superior Court of California, County of San Diego, Case No. 727443.
3. Upon receipt of the settlement funds set forth in Paragraph 1
above, Xxxxxxx agrees, for himself, each of his heirs, executors,
administrators and assigns, to release and forever discharge SecurFone and
Montpilier together with their respective subsidiaries, shareholders,
officers, directors and affiliates, and their respective agents, attorneys
and employees, from and against any and all claims, actions, demands and
suits of any and all descriptions, known or unknown arising out of or in any
manner connected with Xxxxxxx'x employment or business relationship with
SecurFone or Montpilier. Xxxxxxx'x release shall include but not be limited
to any claims arising from his Employment Agreements with SecurFone and the
stock option agreement relating thereto, and Xxxxxxx further agrees to
execute such documents and other instruments reasonably required by SecurFone
or Montpilier to effectuate the provisions of this Agreement.
4. In consideration of Xxxxxxx'x release and the other terms and
conditions of this Agreement, SecurFone and Montpilier, together with their
subsidiaries, shareholders, officers, directors and affiliates, and their
respective agents, attorneys and employees, hereby release and forever
discharge Xxxxxxx and his heirs, executors, administrators and assigns, from
and against any and all claims, actions, demands and suits of any and all
descriptions, known or unknown arising out
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of or in any manner connected with Xxxxxxx'x employment or business
relationship with SecurFone or Montpilier.
5. This Agreement and the covenants and conditions contained herein
shall not be deemed as an admission of liability or acknowledgment of any
responsibility be any party to another, and that in the event the payment due
Xxxxxxx as provided in Paragraph 1 is not made in accordance with the terms
hereof, then in such event this Agreement shall be null and void and the
parties are free to pursue such claims and actions as they may deem
appropriate.
6. The parties hereto acknowledge that this Agreement is executed of
their own free will and desire and that each party has had the opportunity to
consult with legal counsel prior to execution of this Agreement.
7. This Agreement and the obligations of the parties shall be
governed and construed in accordance with the laws of the State of Delaware
without reference to principles of conflict of law.
8. This Agreement shall enure and be binding upon the parties, and
their respective heirs and assigns. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all such
counterparts shall together constitute but one and the same instrument.
Further, a facsimile signature shall be deemed an original.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the said parties have hereunto executed this
agreement as of the day and year set forth below.
SECURFONE AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Its: Secretary
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MONTPILIER HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Its: Secretary
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/s/ Xxxxxxx X. Xxxxxxx, XX
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XXXXXXX X. XXXXXXX, XX, individually
and on behalf of Vortex Cellular, Inc. dba
Direct Mobile
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